Attendee waiver and agreement

AGREEMENT, WAIVER(S) AND RELEASE(S) (the “Agreement”)

PLEASE NOTE: ALL ATTENDEES OF THE ROXODUS MUSIC FESTIVAL HELD IN JULY OF 2019 (the “EVENT/Event”) MUST AGREE TO THIS AGREEMENT IN ORDER TO ENTER THE EVENT. ENTRY INTO THE BOUNDARIES OF THE EVENT SHALL BE CONSIDERED ACCEPTANCE.

Any purchase or possession of tickets (including wristbands, the “Ticket(s)”) for the Event constitutes the irrevocable acceptance of, and the agreement to be bound by, all of the terms and conditions contained herein, by you as either the purchaser, custodian or bearer of the Ticket(s). You are further acknowledging and agreeing that MF LIVE INC. and it’s authorized contractors may, from time to time, modify, add, remove, supplement, amend, update or otherwise revise any or all of the terms and conditions contained herein from time to time, without advanced, direct or individual notification to you (collectively “Revise or Revision(s)”) and which Revisions shall, at the sole and absolute option of MF LIVE INC., relate back to the date of purchase. MF LIVE INC. shall have the right to periodically Revise all or some of the terms or conditions specified herein by posting such Revisions on the festival’s website located at www.roxodus.com). If you do not agree to be bound by these terms and conditions, do not purchase Tickets.

NOTICE OF THIS AGREEMENT IS PROVIDED AT THE TIME OF PURCHASE OF A TICKET TO ENTER THE BOUNDARIES OF THE EVENT. IF THE TICKET-HOLDER IS A MINOR UNDER EIGHTEEN (18) YEARS OF AGE, THIS AGREEMENT MUST BE AGREED TO BY THE PARENT OR GUARDIAN OF THE TICKET-HOLDER ON THEIR BEHALF.

BY AGREEING TO THIS DOCUMENT YOU WILL BE WAIVING CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE OR CLAIM COMPENSATION AGAINST MF LIVE INC., ITS PRINCIPALS, AGENTS, SUBSIDIARIES, AFFILIATES AND CONTRACTORS. PLEASE READ THIS AGREEMENT CAREFULLY!

THIS AGREEMENT PROVIDES COMPANY WITH YOUR ABSOLUTE AND UNCONDITIONAL CONSENT, WAIVER AND RELEASE OF LIABILITY, ALLOWING COMPANY TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR NAME, LIKENESS, AND OTHER PERSONAL CHARACTERISTICS AND PRIVATE INFORMATION AS SET OUT ABOVE. BY SIGNING, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE MF LIVE INC. AND OTHER RELEASED PARTIES, AND THAT YOU HAVE BEEN GIVEN THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE.

1. Preamble

MF LIVE INC., a Corporation properly incorporated under the laws of the Province of Alberta (the “Company”), desires to sell ticket and permit entry to individuals with valid Tickets to the Event; and further, the Company desires to use and publicize the name, likeness, and other personal characteristics and information of the individual ticket-holder party to this Agreement (“I” or “Me” or “My”) for advertising, promotion and other commercial and business purposes (the “Publicity Programs”).

In consideration of the MF LIVE INC. permitting the me to participate in all COMMERCIAL ACTIVITIES, RECREATIONAL ACTIVITIES, CONCERT ACTIVITIES AND CAMPING FACILITIES of the Event (the ‘Activities’), and in consideration of the intangible value I will gain by participating in the Company’s Publicity Programs, and for other good and valuable consideration, I agree to all the terms and conditions set forth in this Agreement.

2. Tickets; No Transfer

I agree that my right to enter the Event or participate in its activities cannot be transferred to any other individual under any circumstances save with the express written consent of the Company or its authorized agent. Tickets cannot be resold or redeemed.

I understand agree that a Ticket shall at all times be deemed a revocable license issued by the Company, as the licensor hereunder or its respective designee(s) for the sole purpose of accessing the venue which the Event is scheduled to occur (the ‘Venue’) and for attending the Festival (the ‘License’). The License may, at the sole and absolute option of the Company, be revoked at any time by the Company with or without additional notification to me, which includes denying me access to the Venue upon or due to any violation, or suspected violation of any or all of these terms and conditions or for any violation or suspected violation of any applicable laws, policies, rules or regulations, as determined by the Company or it’s contractors.

3. Assumption of Risks

I AM AWARE OF AND UNDERSTAND THAT THE ACTIVITIES INVOLVE CERTAIN RISKS, DANGERS AND HAZARDS, INCLUDING BUT NOT LIMITED TO THE RISK OF SERIOUS INJURY, DEATH OR PROPERTY DAMAGE OR LOSS. I ACKNOWLEDGE THAT I AM VOLUNTARILY PARTICIPATING IN THE ACTIVITIES. I FREELY ACCEPT AND FULLY ASSUME ANY AND ALL OF THE RISKS, DANGERS AND HAZARDS INVOLVED AND THE POSSIBILITY OF INJURY, DEATH OR PROPERTY DAMAGE, WHETHER CAUSED BY THE NEGLIGENCE OF THE COMPANY OR OTHERWISE. I AM AWARE THAT SAFETY RULES AND REGULATIONS HAVE BEEN PROVIDED TO ME AT TIME OF TICKET PURCHASE AND HAVE BEEN POSTED IN CONSPICUOUS PLACES AT THE EVENT. I AM FURTHER AWARE THAT SAID RULES AND REGULATIONS ARE AVAILABLE AT www.roxodus.com. I AM ASSUMING THESE RISKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

4. Waiver of Claims – Risks

I hereby expressly waive and release any and all claims which I have or may in the future have against the Company, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns (collectively, “Releasees”), on account of injury, death or property damage arising out of or attributable to my participation in the Activities, due to any cause whatsoever, including without limitation the negligence of the Company or any other Releasee, breach of contract, or breach of any statutory or other duty of care owing under occupiers liability legislation or otherwise. I covenant not to make or bring any such claim against the Company or any other Releasee, and forever release and discharge the Company and all other Releasees from liability under such claims.

I understand that the Releasees assume no responsibility for my personal injury, harm, death, loss of property or damage to property.

I understand and assume all risks of personal injuries relating to my attendance of the Event including, but not limited to projectiles, hearing loss, seizures and other health conditions incidental, relating to or arising from extremely loud music and sounds; strobe, hydro, pyrotechnic, animatronic lighting and other special effects, such as flashing lights, rapidly changing or alternating images, the use of fog, haze or smoke with theatrical stage lighting, laser projections and fireworks during the Festival and whether such injuries occur subsequent to the Festival.

I understand and assume all risks of personal injuries, risks, damages and losses relating to the proximity of the Event to a private, operational airport including, but not limited to, hearing loss, falling objects or debris, pollution irritations, medical and respiratory events from aircraft VOCs including carbon monoxide (whether proximate or remote), or injuries or loss related to the security procedures in place to secure the airport runways and facilities.

I shall defend, indemnify and hold harmless the Company and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, in connection with any third-party claim, suit, action or proceeding arising out of or resulting from the Activities.

5. Consent and Waiver of Claims – Publicity

I hereby irrevocably permit, authorize, grant, and license Company and its affiliates, successors and assigns, and the employees, officers, directors, and agents of each and all of them (“Authorized Persons”), the rights to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use, and permit others to use, my name, image, likeness/appearance, voice, personal biographical information, and all materials created by or on behalf of Company that incorporate any of the foregoing (“Materials”) in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on magazines, brochures and other print publications, electronic, magnetic and optical media, motion pictures, television broadcast, cablecast and satellite, radio broadcasts, display, point-of-sale, and other advertising and promotional materials, press releases, the internet and other digital transmission or delivery methods, mobile applications, on any platform and for any purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Company and its affiliates and their businesses, products, and services, without further consent from or royalty, payment, or other compensation to me except as otherwise expressly provided in this Agreement.

Company shall be the exclusive owner of all right, title, and interest in and to the Materials, including all copyrights. I hereby irrevocably transfer, assign and otherwise convey to Company my entire right, title and interest, if any, in and to the Materials and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal and reversion rights, and the right to sue to enforce such copyrights against infringers. I hereby irrevocably waive all so-called “moral rights” in the Materials. I acknowledge and agree that I have no right to review or approve Materials before they are used by Company, and that Company has no liability to me for any editing or alteration of the Materials or for any distortion or other effects resulting from Company’s editing, alteration, or use of the Materials, or Company’s presentation of me. Any credit or other acknowledgment of me, if any, shall be determined by Company in Company’s sole discretion. Company has no obligation to create or use the Materials or to exercise any rights given by this Agreement.

To the fullest extent permitted by applicable law, I hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages and expenses, including but not limited to claims for copyright or trade-mark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy (including intrusion upon seclusion, false light, public disclosure of private facts, and misappropriation of name or likeness), violation of rights of personality or publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from the Authorized Persons’ exercise of their rights under this Agreement or the production, exhibition, exploitation, advertising, promotion or other use of the Materials, and whether resulting in whole or in part by the negligence of Company or any other person, covenant not to make or bring any such Claim against any Authorized Persons, and forever release and discharge the Authorized Persons from liability under such Claims. I understand that Company is relying on this Agreement and will incur significant expense in reliance on this Agreement, and I agree that this Agreement cannot be terminated, rescinded or modified, in whole or in part.

6. Waiver of Claims – Force Majeure, Changes, Cancellation

Upon the occurrence of an Event Cancellation, including but not limited to events outside the Company’s control (acts of God, riots, wars, insurrection of military power, civil rebellion, production delays, strikes, hurricanes, tropical storms, earthquakes, floods, natural disasters or inclement weather (regardless of severity), I agree the Company shall, at its sole and absolute option: a) have the right, but not the obligation, to issue a refund or b) elect to postpone the Festival or c) cancel the Festival without further legal or financial obligation or liability, including any obligation to issue a refund or to reschedule the Festival.

Unless otherwise specified herein, at all times prior to the Event, the Company reserves all rights to cancel or postpone the Event or to change the location, amenities offered, vendor lineup, services offered, artist lineup, time, date of the Event or other Event-related components without any obligation by the Company to give additional or prior notice, or compensation. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS DO NOT PURCHASE TICKETS.

6. Representations and Warranties of the Ticket-Holder

I represent and warrant to Company that I am at least eighteen (18) years of age, and I have full right, power and authority to enter into this Agreement and grant the rights hereunder. I further represent and warrant to Company that I will provide only true and correct statements and other information in connection with this Agreement, and the Assumption of Risks, and the Authorized Persons’ use of the Materials and the rights and license granted hereunder do not, and will not, violate any right (including without limitation copyright, trade-mark, trade secret, right to privacy, or right of personality or publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith. I agree to defend, indemnify, and hold harmless the Authorized Persons from and against all Claims by third parties resulting from my breach or alleged breach of this Agreement or any of my representations and warranties.

I represent and warrant to the Company that I have been made aware of provided a copy of certain rules and regulations required by MF LIVE INC. and updated or revised from time to time at MF LIVE INC.’s sole discretion, that I must fulfil my obligations and responsibilities thereunder as a condition of attending the Event, that said rules and regulations are provided and enforced for my safety and the safety of other attendees, and I further acknowledge that the most recent version of said rules and regulations are available at www.roxodus.com, and I agree that notice of updates may be provided to me through email notice or simple notice posted at said website address. I represent and warrant that I will comply with the most recent version of the rules and regulations, that I will follow all reasonable safety instructions provided to me by the Company or its Agents in connection with the Event, whether provided before, during, or after the Event. I agree I will leave the Event immediately and peacefully should the Company or its authorized agents determine, in their sole discretion, that I have failed to comply the rules and regulations in a manner justifying my removal or eviction from the Event.

I represent and warrant to the Company that I am aware of and understand all local, Municipal, Provincial and Federal laws and regulations (the “Local Laws”) that would apply to or regulate my behaviour at the Event and I covenant and agree to abide by all such Local Laws at all times while at the Event, including the Ontario Human Rights Code, and the Criminal Code of Canada. I further save, indemnify and hold harmless the Company and Releasees in the event I violate any such Local Laws while at the Event and a third party seeks recovery for the damage or loss caused by my actions.

I represent and warrant that I have received medical advice on all pre-existing medical conditions, including pregnancy, epilepsy and light sensitivity and confirm that I am medically and physically fit to attend the Event under the expected conditions (length, time, climate, physical demands). I consent to receiving medical treatment as necessary and reasonable in the event of illness or injury suffered during or immediately after the Event.

7. Arbitration

Notwithstanding anything contained herein to the contrary, I agree that any disputes arising from or relating to my purchase of Tickets hereunder or any related transaction or any relationship or dispute between me and the Releasees regarding this Agreement and/or any policies or practices of any of the Releasees (a ‘Dispute’) shall only be resolved subject to FINAL AND BINDING ARBITRATION as set forth in this section, and may only be resolved through an individual arbitration governed by the Arbitration Act of Ontario as amended from time to time, to the maximum extent permitted by law. THE PARTIES TO THIS AGREEMENT GIVE UP THEIR RESPECTIVE RIGHTS TO GO TO COURT in connection with any Dispute and that such rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. NO PARTY TO WHICH THIS AGREEMENT APPLIES SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION OR OTHER CLASS PROCEEDING IN CONNECTION WITH ANY DISPUTE. No party bound by this Agreement agrees to class arbitration or any other arbitration proceedings where a person brings a Dispute as a representative of other persons. The parties shall participate in non-binding mediation before commencing any arbitration (or taking any other action). If the Parties are unable to resolve a Dispute by informal means, the provisions of the Arbitration Act shall apply.

8. Entire Agreement

This Agreement constitutes the entire agreement of the Company and me with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement is binding on and shall ensure to the benefit of me and my heirs and next-of-kin, and the Company and its successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any claim or cause of action arising under this Agreement may be brought only in the courts of Ontario, and I hereby consent to the exclusive jurisdiction of such courts.

9. Acknowledgement

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY WAIVING SUBSTANTIAL LEGAL RIGHTS (ON MY BEHALF AND ON BEHALF OF MY HEIRS, EXECUTORS, ADMINISTRATORS AND NEXT-OF-KIN), INCLUDING THE RIGHT TO SUE THE COMPANY AND THE RELEASEES.

10. Minors

I am the parent or guardian of the ticket-holder, and I hereby agree on behalf of the ticket-holder to the above Agreement and give all appropriate consents, waivers, and release of liability thereunder, mutatis mutandis, on behalf of the ticket-holder. I represent and warrant to Company that I am at least eighteen (18) years of age, and I have full right, power and authority to agree to this Agreement on behalf of the ticket-holder.